(Not) Just Your Friendly Neighborhood Spider-Man
by nerdsandnutella
Summary: Peter accepts Tony's offer to become an Avenger...but when is anything ever that simple? Peter must navigate love, loss, friendship, and new beginnings in order to become the hero he's meant to be. But what does training for new Avengers look like? And who the heck is Cooper Barton?
1. The Newest Avenger, Spider-Man!

**I'm baaaaack! This story starts with the last scene of Spider-Man: Homecoming and I don't own any of it (otherwise I'd be rich and famous). Please let me know what you think in the reviews or send me a PM!**

* * *

"There's about fifty reporters behind that door, real ones, not bloggers, and when you're ready, why don't you try that on?" Tony Stark double-tapped his watch, opening a secret compartment in the wall that revealed a brand new Spider-Man suit, even more detailed than the one he had created before. There were streaks of gold lining the spider design in the middle of the suit that he had meticulously designed, as well as a gleam about the entire suit, betraying the hard armor that was stitched inside. After the whole Vulture-blowing-up-a-plane incident, Tony decided Spider-Man's next suit needed to have much more exterior protection. The sight of Peter bruised and bloody made him sick to his stomach.

"And," Stark continued grandly, "I'll introduce the world to the newest official member of the Avengers," he said as he strode up to the new suit, then turned to look Peter in the eye. "Spider-Man."

Peter's mouth dropped open. "I- uh, I, heh heh, wha- uh, I..." he stuttered, in absolute shock. Peter had never dreamed Mr. Stark would even let him come near the Avengers, what with the ferry mishap, getting dropped in a lake, accidentally crashing a plane, et cetera. But now _Iron Man_ was asking him to join the _Avengers_? Peter's brain was going a mile a minute.

Tony smirked as he watched the kid's reaction. "Yeah, take a look at that."

He stood back to allow Peter some space with his new suit, and metaphorically with his new title. Being an Avenger was no small feat; it was an honor that had never before been given to a child. Tony wasn't even sure whether he technically had the authority to make the kid an Avenger, but hey, he was Tony Stark. He could do whatever the hell he wanted and no one would dare say a single word otherwise.

After giving Peter a moment to drink it all in, Tony moved on to more mundane details. "So after the press conference, Happy will show you to your room, your new quarters."

Happy approached the two, still a little mad at being told to keep his distance while Stark gave Peter the good news. His scowl softened a little though, as he saw the pure joy on Peter Parker's face as he stared at his new costume.

"Where's he between, uh, he's- he's next to Vision?" Tony gestured at Happy to confirm. Peter's back was still towards Tony and Happy as he stared at the new Spider-Man suit. His brain wasn't even processing that there was another conversation going on behind him. Peter was too busy trying to figure out what in the world was going on. He hadn't even told Aunt May that he _was _Spider-Man, much less that he could be an Avenger!

"Yeah," Happy confirmed, adding, "Vision's not big on doors."

"It's fun." Tony said distractedly, noticing that the kid blanked out.

"...or walls."

"You'll fit right in!" Tony finished, waiting for Peter to come back down to Earth. Tony Stark was not a very patient man, not until this kid came along. Old Tony would've grabbed the kid by the shoulder and hauled him into the press conference without even waiting for a response, but he suppressed the urge and just let Peter have a moment with his new status as an Avenger.

Peter's face, still hidden to Tony and Happy, started to fall as he thought about the consequences of becoming an Avenger. Even if May was in any way ok with Spider-Man, there was no way in hell she would be ok with the whole Avenger bit. He also would have a much harder time maintaining his secret identity; either Peter Parker disappeared from New York entirely, or he would have to constantly be in two places at once. Which meant that staying at Midtown High was probably out of the picture, and so was seeing Ned all the time, and MJ...

Peter finally regained enough brain function to move the cinder blocks that were masquerading as his feet, and turned around to face Tony. "Thanks Mr. Stark," he began, forced happiness in his voice and on his face, but his eyes betrayed his true feelings. Peter had never been very good at hiding how he felt (and he was an awful liar). "But I'm- I'm good."

There. It was out. Maybe Mr. Stark would understand? He could be an understanding guy sometimes-

"You're good? G- how are you good?" Tony was incredulous.

"I-I'm good," Peter stuttered, terrified out of his mind. He was turning down _Tony Stark. _Of all the people in the world to say no too, Peter would have rather had this conversation with the President of the United States than freaking _Iron Man_.

"I'm really really sorry Mr. Stark. I just want to be a friendly neighborhood Spider-Man, stay close to the ground for a little while. I'm not ready for the Avengers yet; I'm not even a junior in high school! I would miss Ned and MJ and I want to get my drivers license and there's absolutely no way May would be ok with this, and-" he rambled on about Spanish quizzes, a school trip to Europe, and squashed sandwiches from the guy at the deli before Mr. Stark stopped him.

"Kid!"

Peter's mouth immediately snapped shut and he hesitantly looked up to meet Tony's eyes. "Yeah?"

"I've heard a lot of bullshit in my life, but this, this takes the cake." He held up a finger to Peter to pause the discussion, then spun around to face Happy, the fierce glare on his face causing Happy to gulp. "Hap, give us some space. We need to have a conversation."

"But-"

Tony's glare intensified.

"Alright, alright," Happy grumbled and took several paces back down the hall.

Watching this exchange, Peter internally winced. This wasn't going to go well.

"What have you been doing these past few months as the 'friendly neighborhood Spider-Man'? Saving stolen bikes and helping old ladies with directions? What you did with the Vulture, now _that _was a real threat, maybe not Avengers level, but something that was absolutely too dangerous for your level of experience." Tony's voice started to rise. "But if you let me _train you, _you'll be more equipped to handle all the dangerous situations you somehow get yourself into! Not to mention being an Avenger gives you some degree of protection from the crazies; the smaller ones don't bother messing with us."

"-but May, and my friends-"

"Aren't going anywhere, kid! By keeping your distance, you'll be protecting them more than you ever could as plain old Spider-Man in Queens. Every time you go in and out of your apartment as Spider-Man, every time you talk about Spider-Man with Ned, every time you get involved in something dangerous near the people you love, you're putting them in danger. Trust me Peter," Tony's eyes glinted, "I know the consequences."

Peter shifted uncomfortably. "Mr. Stark, I just don't think I'm ready for this."

"You thought you were ready a week ago when you deliberately disobeyed my orders to stay out of the whole weapons mess!" Tony sighed heavily. _Teenagers. _"Just give it a trial run. Try it for six weeks, and at the end we can reevaluate. You're out of school for the summer so that shouldn't be an issue, and," Tony couldn't believe he was saying this, but he needed a carrot to dangle, "Ned and May can visit the Compound."

"Occasionally!" he added quickly, seeing Peter's eyes get as wide as dinner plates.

"Would I get to meet Thor? And Hulk? And," Peter's voice dropped to a whisper in case he was listening, "Captain America?"

Tony rolled his eyes. "Yeah kid, you'll meet the rest of the team. But seeing as you've already met the coolest Avenger, I think the rest of them will be disappointing in person."

Peter's fingers tapped the side of his leg impatiently. When he got nervous, his senses started to get all out of whack. The fight or flight response was helpful in battle, but it could get awkward when talking to girls or people like Tony Stark.

"I-I guess I could try it…"

"There we go Pete!" Tony clapped Peter's shoulder strongly and grinned. "This is gonna be a blast."

Peter wasn't so sure.

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**Please review and let me know what you thought! **

**-Em**


	2. You Can't Tell Aunt May!

**In this series of oneshots, you may notice that Peter is a little more pessimistic than he is in the movies (or even in the comics). This is on purpose! I feel like even though he exudes a happy exterior for the world, he really is hurting and needs a friend (see Mysterio in Far From Home). Just an fyi! Also, whew, angst ahead!**

**Long A/N at the bottom. Enjoy!**

**Chapter 2: "You can't tell Aunt May!"**

Peter stared out the window and watched the Compound fade from sight as the Stark Industries car headed towards the city. He had less than a day to somehow get May to be ok with the whole superhero Avenger gig; that is, if she didn't murder him on sight. He'd managed to get Tony to delay the release of the press conference for another day so that his Aunt wouldn't find out from the television (_that _would be _bad_) but even Tony Stark couldn't hold off the reporters for much longer than that. Under normal circumstances, Peter would be thrilled to be going home to see May, but this last month had been anything but normal.

What happened? Well let's see: Peter discovered an illegal weapons operation, experimented on space technology, got a concussion, hacked himself out of a security facility, climbed the Washington Monument, accidentally crashed Tony's plane, and captured a dangerous villain (to name the more important ones). Spider-Man had done a lot of good for New York City, but being a superhero comes at a price.

May had nearly worried herself to death while Peter had to sneak behind her back to save the city. Ned had managed to save his life multiple times, but put himself in serious danger in the process. Mr. Stark was right, endangering his friends and family was inexcusable; Peter had to learn to be better. Maybe some distance from home for a while would be good...

* * *

"Pete? Are you asleep back there? You better wake up because I'm _not_ carrying you inside, even if you do look like a ten year old…"

Peter groaned as he cracked open his eyes, Happy's voice annoyingly loud thanks to his heightened senses. He didn't even remember falling asleep. Geez, he was tired.

He tuned out the rest of Happy's grumbling and stretched his cramped arms as far as he could, letting the tips of his fingers brush against the top of the car. Peter could still feel the faint ache in his ribs from his throw-down with Vulture, the pain being more of a memory than an actual injury anymore.

Rubbing the remainder of his impromptu nap out of his eyes, Peter grabbed his phone and backpack. His eyes skimmed over the multitudes of notifications his phone angrily flashed at him. _Four missed calls from May, nine unread texts from Ned, three emails from Midtown Science regarding recent absences…_

The car pulled to a stop with a jerk, distracting Peter for a minute from having to face the digital chaos.

"Alright kid, ride's over! Let's get out quickly, I have lots of errands to run for Mr. Stark, c'mon," Happy hurried Peter out of the vehicle, grabbing his duffle bag from the trunk and placing it none-too-gently on the side of the curb.

"Remember, I'm picking you up at 8 AM tomorrow morning. Not 8:05, not 8:15, 8:00 sharp because we have to be at the Compound on time. Tony needs you to...kid you ok?" Happy slowed to a stop as he noticed Peter tuned out, staring up at his apartment complex. "Hey," he said, shaking Peter's shoulder, "what gives? You've been out of it ever since the press conference. Are you sick or something? Should I call Tony?"

_That _woke up Peter's brain.

"No no Hap you don't need to call Mr. Stark! I'm absolutely one hundred percent all good, just need a nap, everything's great!"

Happy eyed him doubtfully.

Peter took that as his cue, swinging his backpack over one shoulder and grabbing his duffel with the other hand. "Bye Happy!" Peter flashed a bright smile at Tony's driver and practically ran the three steps into his building, nearly colliding with a woman walking her poodle on the sidewalk. "Sorry ma'am!" he tossed over his shoulder as he yanked the door open and disappeared inside.

Happy stared at the door for a second, then turned and got back in the car, pulling out his phone as he did so. The caller on the other end picked up on the second ring.

"Any issues?"

"Not exactly, but…"

* * *

As the door shut behind him, Peter leaned back against it and took a few deep breaths.

_Ok Parker. You are _Spider-Man._ You can climb up the sides of buildings, stop a car with your bare hands, and have fought and beat super-villains. Telling May you're Spider-Man is going to be a piece of cake. Plus what is she going to do? Say no to Tony Stark?_

Unfortunately for Peter, that's exactly what she planned on doing.

"PETER BENJAMIN PARKER!"

Peter didn't know May was capable of screeching, but yet here she was, in the middle of their small living room, about to break a wine glass with her decibel level.

After Peter had trudged slowly up the stairs and knocked on the apartment door, blissful silence was nowhere to be found. Her tirade started with the "_where were you?!"_s and the _"I called four times!"_s, then escalated into the _"you nearly gave me a heart attack!"_s and the _"you're grounded for life!"_s. But nothing compared to the aftermath of Peter's revealed secret.

"I can't _believe _you would put yourself in danger like this! Constantly! Without ever asking me for permission!"

"Listen, Aunt May, I tried to-"

"No Peter, YOU listen! I knew you were sneaking behind my back ever since that Stark internship nonsense, I'm no idiot! You had so many opportunities to share but ohhh no, don't tell May anything, she's a no-fun old stick-in-the-mud that only cares about _safety_ and _not freaking dying_! Peter, I try so hard to give you as much freedom as possible; I remember what it was like to be your age. I hated it when adults tried to tell me what I could and couldn't do! But this isn't going out drinking with your friends, or going to parties, or even sneaking out with a girl, this is putting your life in danger!" May took a watery breath and exhaled deeply.

"Peter, I love you. But you can't keep doing this, _please _don't keep doing this. Ben and I made your parents a promise a long time ago, that we'd keep you safe and happy as long as we could, and even though Be-" May's voice broke, but she kept going, "Ben isn't here to help me, I plan on keeping my word."

Peter opened his mouth to defend himself, but no words came out.

May hardly ever mentioned Uncle Ben. Even though he'd died almost a full year ago, the name was still taboo around his aunt.

Bringing up Ben was May's trump card.

A few tension-filled second passed before Peter finally found his voice again. "Aunt May," he said quietly, " I have to do this. I was _meant_ to do this. I miss Uncle Ben as much as you do, but I think he would be with me on this one." Peter was uncharacteristically serious; he knew this conversation would be the deciding factor for Spider-Man's future. "Helping people is in my blood, just like it was in his. Spider-Man has helped a lot of people, and being an Avenger will let me help even more.

"Having these powers means I can help people, _save_ people. And when you can do the things that I can, but you don't, and then the bad things happen? They happen because of you. Does that make sense?"

May stared at him, tears in her eyes.

"It's not just that I can. It's that I _have _to." Peter dropped onto the couch heavily, and put his head in his hands.

"I can't choose between you and Spider-Man," he said, his words muffled by his fingers. "Don't make me make that choice. I can't do it. I can't."

May joined him on the couch and wrapped her arms around him, resting her head on his shoulder.

"Oh, honey," she whispered. "I understand." She sniffled and hugged him tighter. "I don't like it, but I understand."

Peter could feel his shirt getting damp, but whether it was May's tears or his own, or both, he couldn't tell.

"Love you May."

"I love you too Peter."

They sat there for a while, until the sun started to dip beneath the horizon, and long shadows grew in their small living room.

"Hey May?" Peter said thickly, pulling away a bit, "can we order Thai? I'm hungry." On cue, Peter's stomach started to grumble.

May burst out laughing, wiping the tears off her face. "Sure." She got up from the couch and grabbed the phone, "I hope you know," she said, dialing the number from memory, "that I'm still going to give Mr. Stark a piece of my mind for putting you in danger like that."

Peter chuckled uncomfortably, "Uh, most of it kinda wasn't his fault."

"Wha-oh hi, it's May Parker," she held up a finger to Peter, "Can we get two orders of pad thai and an order of larb? Yes...yep. Oh that's very sweet of you, but I don't think we need...oh, ok, if it's on the house. Ok...ok...thanks, bye."

She turned back to Peter, a glare growing on her face. "What do you mean, it wasn't his fault? What did you do?"

"Uh, heh heh, nothing really, I mean kinda just fought a super-villain by myself but it was all fine!" Peter got up from the couch and backed slowly towards his room. "Also I have to go start Avengers training at 8 AM tomorrow,"

"Excuse me?"

"Ok I gotta go shower! Thanks for understanding and for food and for being so awesome I'll see you later!" Peter ran inside his bedroom, shut his door and breathed a sigh of relief.

That wasn't so bad.

* * *

_*HONK HONK!*_

"PETER! Let's go!" Happy shouted from his car window, blaring the horn several more times for good measure. "I don't have all day kid!"

Peter's head stuck out of his bedroom window and yelled, "COMING HAPPY!"

Five minutes later Peter opened the front door, covered head to toe in bags. May followed close behind.

"Did you remember your toothbrush? And your earphones for the car ride? And your razor? I know you only started shaving a month ago-"

"Aunt May!" Peter cut her off, turning red. "I have everything. Too many things. I don't need an extra car battery or three pairs of swim trunks or half of this stuff honestly. It's really -_oof,_" Peter dropped all of the bags on the sidewalk next to the car with a huff, "unnecessary."

"Ok, honey. Give me a hug," May wrapped her arms around Peter tight. "I love you so much. Be safe and don't forget to _call me!_"

Peter, to his credit, allowed the physical contact, though his face was still beet red. "Ok, ok May, I love you too, I'll call you soon."

Happy got out of the driver's seat and helped Peter put the mountain of bags in the trunk, chuckling at May's antics as he did so.

"It was nice to see you May. I hope you're doing well," he said with a small smile, as Peter finished throwing the last bag inside.

May smiled flirtingly back. "It was nice to see you too, Mr. Hogan."

Peter covered his ears and groaned. "I don't want to hear this, so I'm just gonna sit in the car." He slid in the back and shut the door behind him, then ran his fingers through his hair.

He suddenly had a very weird feeling. His spidey-sense was going off like crazy, was something about to hit the car-

"Hey kid."

What the hell- "_Mr. Stark?_"

"We need to talk."

* * *

**I have SO many ideas for this story/collection/writing thing, whatever you want to call it. I'm going to do my best to update this as much as I can! **

**Thank you so much for all of the love! I didn't expect this big of a response at all. I'm sorry it took a little while for me to get this second chapter up, life is crazy! I'm going to try (key word- try) to update this story weekly, but no promises. I'm finishing up an internship right now, and I go back to school and get to start navigating the awful process that is a law school application in a couple months, so updates will be more sporadic then. I would also rather spend more time on a chapter and make it higher quality than churn out low-quality content more often. I'll keep y'all updated on my profile. Thank you so much again!**

**(reviews feed the muse!)**

**P.S. There's a couple sentences in here I borrowed from Civil War. I don't own them or the characters, just the plot!**


	3. You're the Spider-Boy?

**Chapter 3: "You're the...Spider-Boy?"**

* * *

"Peter, are you even listening to me?"

"Yean, yeah, course Mr. Stark," Peter said distractedly, tapping rapidly on his phone. "Avengers, blah blah blah, combat training, yada yada yada, something about not touching Thor's Captain Crunch in the pantry, I got it!"

The pair were on their way to the SHIELD compound, where Spider-Man would finally commence his training. The compound wasn't too far from New York City so Tony decided to grant some level of normalcy to the kid and go by ground instead of air, to avoid landing a helicopter on his apartment building. Even though May had given her blessing for Peter to leave and train with the Avengers, Tony knew she was still very much on-edge about her nephew putting himself in harm's way.

Sending a copter with armed SHIELD agents to come pick up Peter probably would have sent the wrong message.

Tony peered over the kid's shoulder in the back of the limo to get a glimpse of what had him so transfixed. "Is that a _girl_ Pete?"

Peter jerked his phone backwards so fast he almost gave himself whiplash. He scrambled into the corner of the car furthest away from Tony Stark, glaring at him above his glowing phone screen. "None of your business!"

"Jarvis, please compile all available data on Michelle-"

"Actually I think we're good!" Peter interrupted frantically. "Jarvis feel free to take a nap or something. We got all this handled, thank you, goodbye!"

If it was possible for an AI unit to sound affronted, Jarvis did it perfectly. "I have no need of sleep. Mr. Stark, I have sent all information regarding Michelle Jane Watson, including her cellular contact, home address, and parental information to your personal mainframe."

Stark smirked at Peter, a knowing glint in his eyes. "Thank you Jarvis. Go ahead and take that nap now, I won't tell anyone.

Peter just glared at him.

"Mr. Stark, I assure you-"

"That will be all Jarvis."

The AI fell silent.

Tony turned and winked at his now thoroughly embarrassed teenager. "So who's the lucky lady?"

Peter groaned loudly and shrunk into his corner of the back seat. "I am _so _not talking about this with you."

Why did Tony always have to butt-in to Peter's life at all the wrong times? Michelle was absolutely none of his business. If she found out about ANY of this whole mess, she would definitely freak out and Peter wouldn't blame her for it. It was going to be hard enough moving away from New York City and Midtown High without Michelle refusing to talk to him because she found out he was a freaky super-powered spider-thing. _Were all high-school crushes this complicated?_

Tony stared at the kid intently for a few more seconds, just enough to make him squirm, then dropped his gaze, deciding he'd tortured Peter enough for one day. "Fine. We have more important things to discuss anyway.

"First up: your training schedule."

_That _piqued Peter's attention. How long had he dreamed of training and fighting alongside Earth's mightiest heroes? Plus, he might actually get to prove himself a competent superhero, not just some freak kid off the street that happened to have a run-in with a radioactive spider.

He sat up a little straighter in his seat. "So what's the plan? Ninja skills training with Black Widow? Sharp-shooting with Hawkeye? _Ooo, _or what about shield-throwing with Captain America? I really gotta work on that, for fights you know, I was thinking about a tag-team strategy where I use my web-shooters to grab the shield and use the momentum from CA's throw-" Peter whirled his hands around his head in demonstration, "-and _then_-"

Tony grabbed one of Peter's arms mid-whirl and firmly returned it to his lap. "Don't get ahead of yourself kid. You have a long way to go before you do any of that." He hit a few buttons on his phone, bringing up a hidden television in the back of the car. The TV flipped over from what used to be privacy glass separating Happy the chauffeur and his passengers to now display an hour-by-hour lined schedule, with the title _Peter Parker / Spider-Man _at the top in bold.

Peter eyed the screen hungrily, his eyes quickly scanning each line. But as he read further, his face began to slowly drop, the corners of his mouth forming a small frown.

"Mr. Stark, I-I think you might have the wrong schedule." He quickly checked it again, just to be sure, then continued. "There's no actual training on here. It's just...school?"

"_Avengers _school," Tony corrected. "To be a part of this team, and SHIELD in extension, you have to know every tactical strategy and defense mechanism in the books. We can't just throw you into a fight cold."

"But isn't that what you did before? At the airport? With the giant ant dude?"

"Those were special circumstances." _And a mistake,_ Tony added in his head, the words not quite making it past his lips. Unwillingly, the memory of Spider-Man getting punched out of the air and crashing to the ground appeared in Tony's head. He had flown down immediately to go check on the kid, his stomach tightly wound in knots before he knew Peter was relatively ok. Still, Spider-Man hadn't escaped unscathed. He had a nice black eye from the initial hit in addition to a few cracked ribs from the ground impact.

It wouldn't happen again.

"Let me put this another way: when you play football you have to learn the plays, put in the training, and do the work in order to throw the touchdown." _Really Tony? A sports metaphor?_

Peter echoed Tony's sentiments exactly. "Really Mr. Stark? You're comparing this to _football_? Have you ever even played a sport?"

Happy cracked the window divide a bit to add his opinion. "Yeah I think I'm with the kid on this one Tony."

Grinding his teeth, Stark hit a button to roll the divide back up. "Listen Pete. We're gonna do this my way, or we're not gonna do it at all. Enough with all the teenagery back-talk. Capiche?"

_Well,_ Peter thought, _once he sees what I can do he'll change his mind. _"Yeah yeah, capiche." He turned to look out the window just as the compound came into view. "Mr. Stark, we're here!"

Tony stretched out his arms and legs, then gathered his briefcase and carefully replaced his sunglasses. "Welcome home kid." _Somewhere I can finally keep you safe._

* * *

**aaaaand we're back! Sorry it's been so long, and sorry this chapter is on the shorter side, I wanted to get it out ASAP for you guys. After this chapter things will ramp up; our boy Pete isn't going to stay out of trouble for long.**

**(I also just realized 2/3 of this story takes place in the car so far...I promise there will be more action in the future!)**

**Please review and let me know if there is anything you would like to see in later chapters! Please also let me know what you think!**

**I'll have another chapter out in a week or so, but reviews might make that faster ;)**


	4. I Stole His Shield!

**A/N at the bottom. Happy reading!**

* * *

_RUN._

_His breath came quickly in short bursts. Sweat soaked his body and dripped down his face causing him to swipe repeatedly at his brow as he ran. He was running as fast as he possibly could, faster than he had ever run in his life, but it wasn't enough. _

_The surrounding darkness felt suffocating. He couldn't see anything, just a bright light flickering up ahead. Even the ground beneath his feet was a mystery; it was simply there, sans bumps or holes or anything he could use to identify its origin. He couldn't stop to think about it. There was no time._

_Suddenly a voice cut through the dark emptiness. _

"Why are you running, baby spider?"

_It hauntingly echoed around him, the voice's source indiscernible- seemingly coming from everywhere and nowhere all at once. _

_He was going so fast he could no longer feel his legs. One in front of the other, forcing them to keep moving, he pushed through the discomfort no matter the cost. _

_The goal of his trek was a dimly-lit building that loomed in the distance. It stood still, yet didn't move closer no matter how hard he ran. It remained there tauntingly, just barely out of reach._

"You can't save them_,_" _the voice warned, whispering through the surrounding air._

_He ignored it, continuing to run as fast as he could even as his body began to wear out. His labored breaths became wheezes. His legs were numb, like they'd been frozen in ice. He stretched forward as the building began to move closer, his feet gripping the ground as he pushed off with each step, just a few more and-_

_Nothingness._

_His foot missed the surface and kept going. The earth had opened up beneath him, dragging him into a black hole that seemed to have no end. He screamed and twisted in the air, trying to find some kind of purchase, but his efforts were futile. _

_Suddenly he was jolted upwards into the sky. He looked up into the burnt red and gold face of the Iron Man suit and breathed a sigh of relief. Just as he smiled and opened his mouth to thank his rescuer, the face plate of Iron Man's armor flipped open. Instead of Tony Stark's sarcastic grin, he stared right into the empty eye sockets of a human skull. _

_He screamed. _

"Peter?"

The boy sat bolt-upright in his bed as his eyes wildly flew across the room before landing on a PJ-clad Tony Stark leaning on his bedroom door frame. Peter took a few gulping breaths, trying to calm his racing heart and get some air back into his lungs.

The real Tony Stark was standing right in front of him, alive and unharmed. May was fine too, and Ned and Michelle. Everything was just a dream.

"H-hey Mr. Stark! W-what are you doing here? It's only-" he checked his nightstand alarm clock, "-three in the morning. Training doesn't start for another three hours, I know 'cause I checked the schedule a bazillion times because I don't wanna be late for the whole...Avengers...thing…" Peter trailed off uncertainly. He became acutely aware of his trembling hands, and quickly folded them in his lap to avoid any questions.

"I was just finishing up some hydrogen thruster prototypes in the lab when Jarvis pinged me," Tony adjusted his sleeves, then looked at Peter out of the corner of his eye, "Said you were having some, ahem, sleep difficulties?"

"Tattletale," Peter muttered, flicking his eyes to the ceiling since he couldn't glare directly at an AI unit.

"What was that?"

Peter jumped, "Nothing!"

He shrunk down in the king-sized bed- _with Iron Man sheets_, he noted- and pulled his covers over his legs and up to his shoulders. Peter ignored the damp sweat that coated his sheets and pillowcase, mentally filing that away as an issue to resolve later. Once a certain billionaire vacated the room.

"Nope, all good here Mr. Stark!" he said from beneath his blanket cocoon. "Nothing but sheep jumping over fences and cows and moons and silverware."*

Tony narrowed his eyes at the lump hiding underneath the bedcovers. "Ookay, are you sure?" He could tell something was off about the kid, but addressing that elephant would require a full blown discussion about feelings and Tony wasn't sure if he could handle that at the moment. Between coming under fire from the press for recruiting a child to join the Avengers and getting crap from his teammates about Spider-Man's new status, he was about out of patience. Not to mention exhausted. He still had a whole company to run, armor to upgrade, and a group full of childish superheroes to entertain.

Peter would be fine. They all got nightmares, it's just part of the job description.

Peter himself was a little surprised by the lack of argument, but he wasn't about to look a gift horse in the mouth. "Absolutely sure!"

Tony sighed and tapped the door frame as he turned to leave. "Ok kid. G'night. Sleep tight. Don't let the baby Hulks bite."

'_Baby Hulks?' _Peter thought, brow furrowed. _'That's number six on my list of things I never ever want to see in real life.'_

He waited for Tony's footsteps to disappear down the hall, then slowly peeled away his covers and slipped out of bed. His feet touched the cold hardwood floor and he padded towards his unpacked suitcase.

With a fresh change of clothes and a bout of insomnia after his nightmare, Peter decided to forgo sleep and instead pulled out his laptop, squinting at the bright screen as he rather forcefully jabbed the button for night mode. He yawned and settled back into his pillows, resigning himself to a few hours of research before morning came.

* * *

At around 5:15, Peter stretched and shut his computer. He took a quick shower then rummaged through his suitcase looking for clothes for the day. He wasn't entirely sure what "training attire" entailed, but Mr. Stark had mentioned the day before that there was no need for his Spider-Man uniform, as they "wouldn't be doing anything remotely dangerous that you would need that immaculately engineered piece of technological genius." Peter had never really needed to work out on his own, so all the athletic clothing he owned was his Midtown High gym uniform. He considered the outfit for a second, shrugged his shoulders, and pulled it on.

His brand-new bedroom was state-of-the-art, decked out in modern tech and minimalist decorations. It was way too clean (by Peter's standards) and didn't look like anyone had ever actually lived there. The pile of bags Aunt May had forced on him remained unpacked in an otherwise empty corner. He felt like he was living in someone else's home and any day now Tony would yell _SIKE _and send him packing.

Staring in the mirror at the ratty dark blue t-shirt and shorts sporting the words 'MIDTOWN HIGH ATHLETIC DEPARTMENT' in gold, Peter felt entirely out of place.

Peter finally pulled himself out of his reverie and glanced at his watch. _5:57._ _Crap!_

Aaand now he was gonna be late.

He grabbed his phone and backpack and quickly booked it out of the room, tearing down the halls of the Compound as he tried to remember which turns to take.

_Left, another left, straight, right, around the corner, and-_

He ran smack into Captain America.

"_Oof,"_ Peter bounced right off Steve and fell hard on the linoleum floor. He brushed the hair out of his face and looked up into the Compound living room, where the entire Avengers squad stood, plus Nick Fury and a few important-looking governmental agents.

The room stared at him in silence.

Peter recovered quickly. He popped up from the floor and dusted himself off. "Hey guys! Sorry if I'm a little late, I accidentally spent too much time surfing the _web _this morning," he laughed nervously, "...get it? Web? Spider?"

The smile slowly slipped from Peter's face as he realized no one was laughing with him, turning into a nervous grimace.

One of the serious-looking government agents was the first to speak: "_This_ is the kid? Seriously? Is this some kind of joke?"

Smiling weakly, Peter scooted closer to Tony, who happened to be conveniently located right next to Steve Rogers.

Tony shot a we'll-talk-about-this-later look at the kid, then cleared his throat and adjusted his tie. "Yep. Anybody got a problem with that?" He stared down the agent who dared to speak up, who suddenly looked like he wished he hadn't.

After formalities were exchanged and Peter had officially recovered from his dramatic entrance, he was finally introduced to the rest of the team.

The Avengers gathered in a semicircle, facing Tony and Peter at the front of the room. Clint and Bruce lounged on the couch with Steve leaning next to them, Thor took one armchair, Vision and Wanda claimed the other, and Natasha stood somewhat-menacingly next to the group, strategically placed in view of all exits.

Tony clasped his hands and began. "Hey everybody. So, as most of you know, this is Spider-Man. As most of you don't know, his real name Peter Parker from Queens. Please," Tony eyed Natasha, "don't break him."

Thor was the first to stand. "Hello Peter Parker!" he boomed, offering Peter a firm handshake. "I am Thor Odinson. It is an honor to have you join this team. If you should ever want for anything, simply ask. I am at your disposal."

Peter turned red as his hand was slightly crushed by Thor's grip. "Uh, thanks Mr. Thor. Your hammer is super awesome, and the way you shoot lightning and all that…uh...cool stuff." _Really Peter? The hammer is super awesome? C'mon man! Be cool!_

Thor chuckled as he returned to his chair.

Steve was next to greet the newest member of the team. "Hello Peter. It's nice to finally meet you face to face." He eyed Tony none-too-discreetly.

Peter gulped. "C-captain. Sorry I stole your shield. And sorry I tried to beat you up. I think you're really cool. You're honestly my favorite Avenger-"

"Don't worry about it," Steve cut him off. "No offense, but you didn't really do any damage."

"Okay!" Tony clapped his hands loudly. "Let's finish this up, kid's got training to do. That's Nat, aka Black Widow," he leaned over and whispered in Peter's ear, "_don't mess with her." _

Natasha inclined her head. "Hi Peter."

"That's Clint-" Tony continued, while Hawkeye gave a two-finger salute, "Vision, Wanda," Tony dropped his voice to a whisper again, "_don't mess with her either." _

Peter gave a weak wave.

"And-"

"Dr. Banner!" Peter finished, running over to shake his hand enthusiastically. "I've followed your research on anti-electron collisions, and if you have the time I could show you some of my notes-"

Taken aback by Peter's excitement, Bruce just nodded along as the kid talked a mile a minute about his research.

Tony was a little disgruntled. "Don't give yourself a heart attack. Besides the fact that my toys are _much _more fun than Banner's, we need to get moving. Places to be and people to see Pete," Tony put a hand on Peter's shoulder and steered him in the direction of the door. "You'll have plenty of time to nerd out with him later.

"Bye guys!" Peter threw over his shoulder as he was hustled out of the room, "Nice to meet you!"

Peter was nearly skipping down the hallway as they made their way to the specialized training room. "So what first Mr. Stark? Do I get to learn some S.H.I.E.L.D. secrets? Or make chemical bombs? I'm actually really good at chemistry, you can ask Flash, although he'd probably lie about it because he doesn't like me very much but that's ok- I think I came up with a new compound for my web fluid last night, I'll make it for you!"

"Kid!" Tony held a hand to his temple in an attempt to fend off a creeping migraine. "We're here."

Peter's mouth snapped shut, then dropped open again, but this time no recognizable words came out.

The training room was filled to the brim with tech: lab stations, computers, T.V., monitors, everything Peter had ever heard of and some tech that he hadn't. There was a corner with gym mats covering the floor, another corner held bookshelves with S.H.I.E.L.D. manuals and case files piled high. The middle of the massive room functioned as a classroom, but instead of one high-tech genius desk, there were two. And one was already occupied.

Peter stood there in awe, a million thoughts running through his head. He eyed the stranger sitting in the room. _Who is this guy? Some kind of Spider-Man competition?_

The kid had brown scruffy hair, a bit longer than Peter's. He was dressed for combat training in an expensive-looking black tank with matching sweats, each with the Avengers logo emblazoned on the fabric. He tucked a strand of hair behind his ear as he flipped the page of his magazine, feet kicked up on the desk, seemingly undisturbed by the newcomers. Behind his nonchalant expression were striking blue-green eyes that were intently focused on his reading. The gaze seemed familiar, especially coupled with the boy's deeply furrowed brow. _It's weird. He almost looks exactly like..._

"Place looks great Tony. Love the upgrades."

Peter jumped and quickly turned to see Clint making his way into the training room.

"Now all you have to do is keep the kids from blowing it up." Clint smirked.

The brown-haired boy at the desk finally put down his magazine and spun around in his seat to face the new crowd. "Daaad," he complained, "That was _one _time. Don't make me look bad to the newbie."

Clint laughed and scuffed the hair on the boy's head. "Just don't do it again. Now that you've got someone to keep you in line- why don't you introduce yourself?"

Rolling his eyes at his father's jab, the boy stood and offered a hand to Peter. "Name's Cooper." He glanced at Clint. "Barton. Obviously."

* * *

***Reference to the nursery rhyme "Hey Diddle Diddle" for those of you who may not recognize it.**

**I am SO sorry for the delay. I rewrote this chapter so many times, then finally just had to stop tweaking it. Now that you guys know where I'm going with this- what do you think?**

**I wanted to mention that while this is based in the Avengers movie-verse, I did take a few liberties with some details. MJ is based off of movie-verse MJ (Michelle), I changed her last name to Watson as a nod to the OG MJ. Also, even though this takes place right after **_**Homecoming**_**, Clint, Thor and friends are staying at the Compound for the time being. Just roll with me here. **

**Reviews feed the muse!**


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